[Form 4/A] Wayfair Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

Niraj Shah, Chief Executive Officer, director and 10% owner of Wayfair Inc. (W), amended a Form 4 to disclose sales made under a Rule 10b5-1 trading plan adopted August 15, 2024. On 08/20/2025 he sold a total of 85,000 shares of Class A common stock in multiple transactions at weighted average prices of $78.51, $79.66, $80.39 and $81.20 for the respective lots. Following the reported transactions the filing shows 459,137 shares beneficially owned directly and 22,857 shares owned indirectly through SK Ventures LLC. The amendment clarifies that the transactions were executed pursuant to the trading plan and provides weighted average price ranges for the multiple sales.

Positive

• Disclosure amendment clarifies that the sales were made under a Rule 10b5-1 trading plan adopted August 15, 2024
• Transparent reporting of weighted average prices and share amounts for each tranche
• Post-transaction ownership disclosed: 459,137 direct shares and 22,857 indirect shares via SK Ventures LLC

Negative

• Insider dispositions of a total of 85,000 Class A shares on 08/20/2025 (may be perceived negatively by some investors)

Insights

Financial Analyst

TL;DR CEO sold 85,000 Wayfair shares under a pre-established 10b5-1 plan; disclosure amended to clarify plan-based sales.

The amended Form 4 reports routine dispositions by Niraj Shah totaling 85,000 Class A shares on 08/20/2025 at weighted average prices across four price bands. The filing clarifies these sales were made pursuant to a Rule 10b5-1 plan adopted August 15, 2024, which is important for reducing concerns about contemporaneous possession of material nonpublic information. Post-transaction beneficial ownership is reported as 459,137 direct shares plus 22,857 indirect shares via SK Ventures LLC. This is a compliance-focused disclosure rather than an operational update; the market impact depends on scale relative to free float but the filing itself is procedural and transparent.

Corporate Governance Expert

TL;DR Amendment improves governance transparency by confirming transactions were pre-planned under Rule 10b5-1.

The amendment corrects an earlier omission by explicitly stating the trades were executed pursuant to a 10b5-1 trading plan adopted on August 15, 2024. That designation strengthens the affirmative defense against insider trading allegations and demonstrates adherence to standard insider trading protocols. The report also discloses the split of sales and provides weighted average price ranges for each tranche, which enhances disclosure quality. No derivative transactions are reported.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shah Niraj

(Last) (First) (Middle)

C/O WAYFAIR INC., 4 COPLEY PLACE

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Wayfair Inc. [ W ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/21/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/20/2025		S(1)		5,126	D	$78.51(2)	539,011	D
Class A Common Stock	08/20/2025		S(1)		36,598	D	$79.66(3)	502,413	D
Class A Common Stock	08/20/2025		S(1)		31,810	D	$80.39(4)	470,603	D
Class A Common Stock	08/20/2025		S(1)		11,466	D	$81.2(5)	459,137	D
Class A Common Stock								22,857	I	See Footnote(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The previous Form 4 filed in respect to the listed transactions is being amended to indicate that all transactions reported were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 15, 2024. The original Form 4 inadvertently omitted this designation for these transactions.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.00 to $78.99, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.00 to $79.99, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.00 to $80.99, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.00 to $81.99, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

6. Represents shares directly owned by SK Ventures LLC, of which the reporting person is a member and may be deemed to be a beneficial owner.

Remarks:

	/s/ Enrique Colbert, Attorney-in-fact for Niraj Shah	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Niraj Shah report on the Wayfair (W) Form 4/A?

The filing reports sales of a total of 85,000 Class A shares on 08/20/2025 in multiple tranches with weighted average prices listed for each tranche.

Were the sales by Niraj Shah part of a 10b5-1 plan?

Yes. The amended Form 4 states the transactions were made pursuant to a Rule 10b5-1 trading plan adopted on August 15, 2024.

How many Wayfair shares does Niraj Shah beneficially own after these transactions?

The filing shows 459,137 shares beneficially owned directly and 22,857 indirectly through SK Ventures LLC.

Who signed the amended Form 4 on behalf of Niraj Shah?

The Form 4/A was signed by Enrique Colbert, Attorney-in-fact for Niraj Shah on 09/04/2025.

Does the Form 4/A report any derivative transactions for Niraj Shah?

No. Table II shows no derivative securities acquired, disposed of, or beneficially owned in this filing.